Common use of Indemnification by Servicer Clause in Contracts

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trustee.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") hereby agrees to indemnifyindemnify each Indemnified Party forthwith on demand, defend from and hold harmless against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the 1998-C Securitization Trusteeforegoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the Titling Trustee and each part of their respective such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, employees employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (each an "c) to the extent they are or result from lost profits, (d) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) distributions on the Investor Certificates, (ii) franchise or withholding taxes imposed on any Indemnified Party"Party other than the Trust or Trustee in its capacity as Trustee or (iii) federal or other income taxes on or measured by the net income of the Indemnified Party and costs and expenses in defending against the same, or (e) to the extent that they constitute consequential, special or punitive damages. If for any and all liabilitiesreason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any the Indemnified Party as a result of any act loss, claim, damage or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Servicer in connection with its maintenance and custody on the other hand, but also the relative fault of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to shall indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee Subservicer and each of its Affiliates and their respective officers, directors, employees shareholders, employees, and agents harmless from any Damages resulting from or arising out of (each an "Indemnified Party"i) for Servicer’s failure to observe or perform any or all of Servicer’s covenants, agreements, warranties or representations contained in this Agreement or the Applicable Servicing Requirements, excluding, however, any failure by Subservicer: (1) to make payment of money to a third Party which failure is attributable to a breach of this Agreement by Subservicer hereunder; or (2) which is attributable to a failure of Subservicer to comply with Applicable Servicing Requirements. (ii) Subservicer’s compliance with written instructions of Servicer to the extent that such instructions are not in compliance with Applicable Servicing Requirements; or (iii) any Recourse Obligation except to the extent that the requirement to pay or perform in respect of such Recourse Obligation arises out of Subservicer’s breach of any Applicable Servicing Requirements or Subservicer’s breach of any of its obligations under this Agreement; or (iv) VA No Bids, and all liabilitiesVA Buydowns resulting from or made to avoid a VA No Bid in connection with any VA-guaranteed Mortgage Loan, lossesunless arising out of Subservicer’s breach of any Applicable Servicing Requirements or Subservicer’s obligations under this Agreement; or (v) the continuation by Subservicer of the Past Practices of Servicer to the extent that such practices violate (or result in Subservicer’s subservicing hereunder being in violation of) any Applicable Servicing Requirements; or (vi) any act or omission or other event or circumstance to the extent occurring or arising prior to the Effective Date and related to the origination, damages purchase, sale, securitization or servicing of the Subserviced Mortgage Loans (including, without limitation, any failure by Servicer, prior to the Effective Date, to have reconciled Investor accounts and expenses remit amounts due Investor in accordance with Applicable Servicing Requirements); or (including without limitation reasonable fees vii) any Litigation commenced against Subservicer after the Effective Date as a result of Subservicer’s acting as, or status as, subservicer of the Subserviced Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from (and expenses is not in connection with) Subservicer’s breach of counselany provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation pertaining to (i) that may be incurred any actual or alleged contract dispute between Subservicer and a Person retained by Subservicer to perform servicing-related activities on its behalf, employment-related suits by Subservicer personnel, any Indemnified Party tortious acts or omissions, (ii) Subservicer’s relationships with any of its Affiliates, officers, directors, employees, agents, contractors, vendors, suppliers or visitors (other than Servicer) or (iii) any purported acts, errors or omissions of Subservicer; (viii) any failure of Subservicer to comply with Applicable Servicing Requirements or the requirements of this Agreement as a result of any act incomplete or omission by the Servicer in connection with its maintenance and custody missing Mortgage Loan Documents as of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization TrusteeEffective Date.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 19981997-C A Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 19981997-C A Contracts and 19981997-C A Leased Vehicles, the servicing of the 19981997-C A Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 19981997-C A SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 19981997-C A SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 19981997-C A SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 19981997-C A SUBI Sub-Trust) or the 19981997-C A Securitization Trustee.

Indemnification by Servicer. (a) The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend shall indemnify and hold harmless the 1998-C Securitization TrusteeIndemnified Parties from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the Titling Trustee performance of the duties of the Servicer or by reason of reckless disregard of obligations and each duties of their respective officersthe Servicer hereunder or by reason of any acts, directorsomissions or alleged acts or omissions of the Servicer pursuant to this Agreement; provided, employees and agents (each an "however, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party") ; and PROVIDED, FURTHER, that the Servicer shall not indemnify any such Indemnified Party for any and all liabilitiessuch loss, lossesliability, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be expense, damage or injury incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Assetaction taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. (b) Promptly after receipt by an Indemnified Party under this Section 8.6 of written notice of the commencement any damage, loss or expense in respect of any actionwhich indemnity may by sought hereunder by it, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this SectionServicer, notify the Indemnifying Servicer thereof in writing; but the omission so to notify the Servicer will not relieve the Servicer from any liability (otherwise than under this Section 8.6) which it may have to any Indemnified Party except as may be required or provided otherwise than under this Section 8.6. Thereafter, the Indemnified Party and the Servicer shall consult, to the extent appropriate, with a view to minimizing the cost to the Servicer of the commencement thereofits obligations hereunder. In case any such action is brought against any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Indemnifying Party of the commencement Servicer thereof, the Indemnifying Servicer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party will promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any damage, loss or expense arises include both the Indemnified Party and the Servicer and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Servicer and may conflict therewith, the Indemnified Party or parties shall have the right to select one separate counsel for such Indemnified Party or parties to assume such legal defenses and otherwise to participate in the defense of such damage, loss or expenses on behalf of such Indemnified Party or parties. Upon receipt of notice from the Servicer to such Indemnified Party (who mayof its election as to assume the defense of such damage, unless there isloss, as evidenced or expense and approval by an opinion the Inemnified Party of counsel to counsel, the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will Servicer shall not be liable to such Indemnified Party under this Section 8.6 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Servicer shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Servicer shall have authorized the employment of counsel for the Indemnified Party at the expense of the Servicer. (c) Notwithstanding any other than reasonable costs of investigation. The obligations set forth provisions contained in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of 8.6, (i) the Servicer shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any damage, loss, or expense effected without its consent and (generally ii) after the Servicer has assumed the defense of any damage, loss or expense under Section 8.6(b) with respect to any Indemnified Party, it will not settle, compromise or consent to entry of any order adjudicating or otherwise disposing thereof (1) if such settlement, compromise or order involved the 1998-C SUBI Sub-Trustpayment of money damages except if the Servicer agrees with such Indemnified Party to pay such money damages and, if not simultaneously paid, to furnish such Indemnified Party with satisfactory evidence of its ability to pay such money damages, (2) if such settlement, compromise or order involves any relief against such Indemnified Party, other than the 1998-C Securitization Trusteepayment of money damages, except with the prior written consent of such Indemnified Party and (3) if such settlement, compromise or order does not provide a full release of the Indemnified Party, without the prior written consent of such Indemnified Party.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend shall indemnify and hold harmless the 1998-C Securitization TrusteePurchaser and its and their respective permitted successors and assigns, the Titling Trustee and each all of their respective officers, directors, trustees, agents and employees and agents (each an "“Indemnified Party"”) for and against any and all liabilitiesclaims, losses, damages losses and expenses liabilities (including without limitation reasonable attorneys’ fees and expenses of counsel) that may be incurred by any Indemnified Party as a result claims, losses and liabilities in connection with the enforcement of any act indemnity or omission other claims hereunder against the Servicer) (all of the foregoing being collectively referred to as the “Servicer Indemnified Losses”) suffered or sustained by reason of (a) any breach by the Servicer in connection with of its maintenance representations and custody warranties or obligations under this Agreement, (b) the failure of the Contract DocumentsServicer to perform its duties in compliance with all requirements of applicable Law or (c) the gross negligence or willful misconduct on the part of the Servicer or reckless disregard of its obligations and duties under this Agreement. The foregoing, Title Documentshowever, and Contract Records excludes, (i) Servicer Indemnified Losses to the extent resulting solely from the gross negligence or the willful misconduct of the affected Indemnified Party, (ii) recourse for uncollectible Litigation Payments or (iii) any net income taxes or franchise taxes imposed with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause net income (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken interest or omitted by the Servicer penalties with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently thereto) incurred by such Indemnified Party arising out of or as a result of this Agreement or the interest conveyed hereunder or thereunder in connection with the defense thereof other than reasonable costs of investigationPurchased Assets. In addition, in no event shall “Servicer Indemnified Losses” include any consequential, special or punitive damages. The obligations set forth agreement contained in this Section 9.1 shall survive the termination of this 1998-C SUBI Servicing Supplement or Agreement and the resignation or removal Sale and Purchase Agreement and the payment of all amounts otherwise due hereunder and under the Sale and Purchase Agreement. Any Servicer Indemnified Losses payable under this Section 9.1 shall be paid by the Servicer to the applicable Indemnified Party within five (5) Business Days following such Indemnified Party’s written demand therefor, setting forth in reasonable detail the basis for such demand. Each Indemnified Party will notify the Servicer as soon as reasonably practicable of the commencement of any legal proceeding which may give rise to any Servicer (generally Indemnified Loss under the foregoing indemnity and shall, from time to time during the pendency of such proceeding, provide the Servicer with updates regarding the status of such proceeding; provided, however, that the Indemnified Party shall be under no obligation to permit the Servicer to participate in the defense or with respect to settlement of any such proceeding. The provisions of this Section 9.1 shall survive the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteetermination of this Agreement.

Indemnification by Servicer. (a) The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend shall indemnify and hold harmless the 1998-C Securitization TrusteeIndemnified Parties from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the Titling Trustee performance of the duties of the Servicer or by reason of reckless disregard of obligations and each duties of their respective officersthe Servicer hereunder or by reason of any acts, directorsomissions or alleged acts or omissions of the Servicer pursuant to this Agreement; provided, employees and agents (each an "however, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party") ; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any and all liabilitiessuch loss, lossesliability, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be expense, damage or injury incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Assetaction taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. (b) Promptly after receipt by an Indemnified Party under this Section 8.6 of written notice of the commencement any damage, loss or expense in respect of any actionwhich indemnity may by sought hereunder by it, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this SectionServicer, notify the Indemnifying Servicer thereof in writing; but the omission so to notify the Servicer will not relieve the Servicer from any liability (otherwise than under this Section 8.6) which it may have to any Indemnified Party except as may be required or provided otherwise than under this Section 8.6. Thereafter, the Indemnified Party and the Servicer shall consult, to the extent appropriate, with a view to minimizing the cost to the Servicer of the commencement thereofits obligations hereunder. In case any such action is brought against any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Indemnifying Party of the commencement Servicer thereof, the Indemnifying Servicer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party will promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any damage, loss or expense arises include both the Indemnified Party and the Servicer and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Servicer and may conflict therewith, the Indemnified Party or parties shall have the right to select one separate counsel for such Indemnified Party or parties to assume such legal defenses and otherwise to participate in the defense of such damage, loss or expenses on behalf of such Indemnified Party or parties. Upon receipt of notice from the Servicer to such Indemnified Party (who mayof its election as to assume the defense of such damage, unless there isloss, as evidenced or expense and approval by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interestcounsel, be counsel to the Indemnifying Party), and the Indemnifying Party will Servicer shall not be liable to such Indemnified Party under this Section 8.6 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Servicer shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Servicer shall have authorized the employment of counsel for the Indemnified Party at the expense of the Servicer. (c) Notwithstanding any other than reasonable costs of investigation. The obligations set forth provisions contained in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of 8.6, (i) the Servicer shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any damage, loss, or expense effected without its consent and (generally ii) after the Servicer has assumed the defense of any damage, loss or expense under Section 8.6(b) with respect to any Indemnified Party, it will not settle, compromise or consent to entry of any order adjudicating or otherwise disposing thereof (1) if such settlement, compromise or order involved the 1998-C SUBI Sub-Trustpayment of money damages except if the Servicer agrees with such Indemnified Party to pay such money damages and, if not simultaneously paid, to furnish such Indemnified Party with satisfactory evidence of its ability to pay such money damages, (2) if such settlement, compromise or order involves any relief against such Indemnified Party, other than the 1998-C Securitization Trusteepayment of money damages, except with the prior written consent of such Indemnified Party and (3) if such settlement, compromise or order does not provide a full release of the Indemnified Party, without the prior written consent of such Indemnified Party.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") hereby agrees to indemnifyindemnify each Indemnified Party forthwith on demand from and against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, defend and hold harmless or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the 1998-C Securitization Trusteeforegoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the Titling Trustee and each part of their respective such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, employees employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Pledged Asset not paid 41 by the related Obligor, (each an "c) to the extent they are or result from lost profits, (d) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) franchise or withholding taxes imposed on any Indemnified Party"Party other than the Trustee in its capacity as Trustee or (ii) federal or other income taxes on or measured by the net income of the Indemnified Party and costs and expenses in defending against the same, or (e) to the extent that they constitute consequential, special or punitive damages. If for any and all liabilitiesreason the indemnification provided in this Section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any the Indemnified Party as a result of any act loss, claim, damage or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Servicer in connection with its maintenance and custody on the other hand, but also the relative fault of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C B Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C B Contracts and 1998-C B Leased Vehicles, the servicing of the 1998-C B Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C B SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C B SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C B SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C B SUBI Sub-Trust) or the 1998-C B Securitization Trustee.

Indemnification by Servicer. (a) The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend shall indemnify and hold harmless the 1998-C Securitization TrusteeIndemnified Parties from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the Titling Trustee performance of the duties of the Servicer or by reason of reckless disregard of obligations and each duties of their respective officersthe Servicer hereunder or by reason of any acts, directorsomissions or alleged acts or omissions of the Servicer pursuant to this Agreement; provided, employees and agents (each an "however, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party") ; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any and all liabilitiessuch loss, lossesliability, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be expense, damage or injury incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Assetaction taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. (b) Promptly after receipt by an Indemnified Party under this Section 8.6 of written notice of the commencement any damage, loss or expense in respect of any actionwhich indemnity may by sought hereunder by it, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this SectionServicer, notify the Indemnifying Servicer thereof in writing; but the omission so to notify the Servicer will not relieve the Servicer from any liability (otherwise than under this Section 8.6) which it may have to any Indemnified Party except as may be required or provided otherwise than under this Section 8.6. Thereafter, the Indemnified Party and the Servicer shall consult, to the extent appropriate, with a view to minimizing the cost to the Servicer of the commencement thereofits obligations hereunder. In case any such action is brought against any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Indemnifying Party of the commencement Servicer thereof, the Indemnifying Servicer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party will promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any damage, loss or expense arises include both the Indemnified Party and the Servicer and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Servicer and may conflict therewith, the Indemnified 77 Party or parties shall have the right to select one separate counsel for such Indemnified Party or parties to assume such legal defenses and otherwise to participate in the defense of such damage, loss or expenses on behalf of such Indemnified Party or parties. Upon receipt of notice from the Servicer to such Indemnified Party (who mayof its election as to assume the defense of such damage, unless there isloss, as evidenced or expense and approval by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interestcounsel, be counsel to the Indemnifying Party), and the Indemnifying Party will Servicer shall not be liable to such Indemnified Party under this Section 8.6 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Servicer shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Servicer shall have authorized the employment of counsel for the Indemnified Party at the expense of the Servicer. (c) Notwithstanding any other than reasonable costs of investigation. The obligations set forth provisions contained in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of 8.6, (i) the Servicer shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any damage, loss, or expense effected without its consent and (generally ii) after the Servicer has assumed the defense of any damage, loss or expense under Section 8.6(b) with respect to any Indemnified Party, it will not settle, compromise or consent to entry of any order adjudicating or otherwise disposing thereof (1) if such settlement, compromise or order involved the 1998-C SUBI Sub-Trustpayment of money damages except if the Servicer agrees with such Indemnified Party to pay such money damages and, if not simultaneously paid, to furnish such Indemnified Party with satisfactory evidence of its ability to pay such money damages, (2) if such settlement, compromise or order involves any relief against such Indemnified Party, other than the 1998-C Securitization Trusteepayment of money damages, except with the prior written consent of such Indemnified Party and (3) if such settlement, compromise or order does not provide a full release of the Indemnified Party, without the prior written consent of such Indemnified Party.

Indemnification by Servicer. The Servicer hereby agrees to --------------------------- indemnify each Indemnified Party forthwith on demand, from and against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document in breach of the terms of such Transaction Document. Notwithstanding the foregoing (for purposes and with respect to clause (b) below, ---------- without prejudice to the rights that such Indemnified Party may have pursuant to the other provisions of this SectionAgreement or the provisions of any of the other Transaction Documents), in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the "Indemnifying part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee and each of their respective 's officers, directors, employees employees, affiliates or agents), (b) to the extent the same includes Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (each an "c) to the extent such Indemnified Losses are or result from lost profits or other consequential damage, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (A) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (B) such taxing authority asserts a claim for such withholding taxes against the Trust or the Servicer, and (C) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (ii) federal or other income taxes on or measured by the net income of such Indemnified Party"; provided, that clause (ii) shall not apply to limit the -------- ----------- Servicer's liability for Indemnified Losses of that nature of the Trust. If for any and all liabilitiesreason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any such Indemnified Party as a result of any act such loss, claim, damage or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party willon the one hand and Servicer on the other hand, if a claim in respect thereof is to be made against but also the Indemnifying Party under this Section, notify the Indemnifying Party relative fault of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C B Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C B Contracts and 1998-C B Leased Vehicles, the servicing of the 1998-C B Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C B SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C B SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trustee.1998-

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") hereby agrees to indemnifyindemnify each Indemnified Party forthwith on demand, defend from and hold harmless against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the 1998-C Securitization Trusteeforegoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the Titling Trustee and each part of their respective such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, employees employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, or (each an "c) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) distributions on the Investor Certificates, (ii) franchise or withholding taxes imposed on any Indemnified Party"Party other than the Trust or Trustee in its capacity as Trustee or (iii) federal or other income taxes on or measured by the net income of the Indemnified Party and costs and expenses in defending against the same. If for any and all liabilitiesreason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any the Indemnified Party as a result of any act loss, claim, damage, judgment, cost, expense or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Servicer in connection with its maintenance and custody on the other hand, but also the relative fault of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization TrusteePosition Holder Trust, the Titling Trustee and each of their respective its trustees, officers, directors, employees employees, successors, assigns, agents, representatives, and agents subcontractors (each an "the “Position Holder Trust Indemnified Party"Parties”) for harmless from and against any and all liabilitiescosts, expenses, losses, damages and liabilities, obligations, interest or expenses (including including, without limitation limitation, reasonable attorneys’ fees and expenses expenses), claims and damages, including, but not limited to, losses resulting directly or indirectly from lapse of counsel) any Policy that may be was not authorized or directed by the Position Holder Trustee (collectively, “Position Holder Trust Claims”), suffered, incurred by any Indemnified Party or paid, directly or indirectly, as a result of or arising out of: (a) Servicer’s failure to perform its duties hereunder; and (b) any act or omission material breach by Servicer of any of its representations, covenants and agreements contained herein; provided, however, that the foregoing obligation of Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer shall not apply with respect to any 1998-C SUBI AssetPosition Holder Trust Claim to the extent that such Position Holder Trust Claim arose solely out of bad faith, gross negligence or willful misconduct of the related Position Holder Trust Indemnified party. Promptly after receipt by an In the event the Position Holder Trust Indemnified Party under Parties disagree with Servicer’s decision not to pursue the defense of a Position Holder Trust Claim, the Position Holder Trust Indemnified Parties may elect to take over such defense at their own cost. Servicer will assist fully in any defense of a Position Holder Trust Claim regardless of who is covering the costs. Notwithstanding anything in this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interestcontrary, Servicer shall not be counsel entitled to the Indemnifying Party), assume control and the Indemnifying Party will not be liable responsible for covering the costs of the defense of any claim if: (w) the claim relates to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party arises in connection with any criminal proceeding, action, indictment, allegation or investigation against Position Holder Trust; (x) the defense thereof other than claim seeks an injunction or equitable relief against Position Holder Trust; (y) there is a reasonable costs likelihood of investigation. The obligations set forth in this Section shall survive a conflict of interest between Servicer and Position Holder Trust; or (z) on petition by Position Holder Trust, Servicing Agreement 12 the termination of this 1998-C SUBI Servicing Supplement appropriate court rules that Servicer failed or the resignation is failing to vigorously prosecute or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteedefend such claim.